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EXHIBIT 10.20  


 
 

ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT    
    



        This Accounts Receivable Financing Modification Agreement is entered into as of July 27, 2004, by and between Fischer Imaging Corporation (the "Borrower") and
Silicon Valley Bank ("Bank"). 


        1.    DESCRIPTION OF EXISTING INDEBTEDNESS:    Among other indebtedness which may be owing by Borrower to Bank,
Borrower is indebted to Bank pursuant to, among other documents, an Accounts Receivable Financing Agreement, dated June 11, 2003 by and between Borrower and Bank, as may be amended from time to
time (the "Accounts Receivable Financing Agreement"). Capitalized terms used without definition herein shall have the meanings assigned to them in the Accounts Receivable Financing Agreement. 



        Repayment
of the Indebtedness is secured by the Collateral as described in the Loan Agreement and in that certain Intellectual Property Security Agreement (the "IP Agreement"). 


        Hereinafter,
all indebtedness owing by Borrower to Bank shall be referred to as the "Indebtedness" and the Accounts Receivable Financing Agreement and any and all other documents
executed by Borrower in favor of Bank shall be referred to as the "Existing Documents." 


        2.    DESCRIPTION OF CHANGE IN TERMS.    



        A.    Modification(s) to Accounts Receivable Financing Agreement:    



        1.     Effective
as of April 1, 2004, Item "(L)" under Section 6.2 entitled"Affirmative Covenants" is hereby amended to read as follows: 




Borrower
will maintain at all times a Tangible Net Worth of no less than $4,000,000, which such amount may be adjusted from time-to-time by Bank in Bank's sole discretion. 






        B.    Waiver of Financial Covenant Default.    



        1.     Bank
hereby waives Borrower's existing default under the Accounts Receivable Financing Agreement by virtue of Borrower's failure to comply with the Tangible Net Worth
financial covenant through March 31, 2004. Bank's waiver of Borrower's compliance of this covenant shall apply only to the foregoing period. Accordingly, beginning with April 1, 2004,
Borrower shall be in compliance with this covenant, as amended herein. 





        Bank's
agreement to waive the above-described default (1) in no way shall be deemed an agreement by the Bank to waive Borrower's compliance with the above-described covenant as of
all other dates and (2) shall not limit or impair the Bank's right to demand strict performance of this covenant as of all other dates and (3) shall not limit or impair the Bank's right
to demand strict performance of all other covenants as of any date. 


        3.    CONSISTENT CHANGES.    The Existing Documents are each hereby amended wherever necessary to reflect the changes
described above. 


        4.    PAYMENT OF LINE FEE.    Borrower shall pay Bank a fee in the amount of Fifteen Thousand Dollars ($15,000) ("Line
Fee") plus all out-of-pocket expenses. 


        5.    NO DEFENSES OF BORROWER.    Borrower agrees that, as of this date, it has no defenses against the obligations to
pay any amounts under the Indebtedness. 


        6.    CONTINUING VALIDITY.    Borrower understands and agrees that in modifying the existing Indebtedness, Bank is
relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Accounts Receivable Financing Modification
Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Bank's agreement to modifications to the existing Indebtedness pursuant to this Accounts Receivable
Financing Modification Agreement in no way shall obligate Bank to make any 







 



future
modifications to the Indebtedness. Nothing in this Accounts Receivable Financing Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and
Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by
virtue of this Accounts Receivable Financing Modification Agreement. The terms of this paragraph apply not only to this Accounts Receivable Financing Modification Agreement, but also to any subsequent
Accounts Receivable Financing modification agreements. 


        7.    CONDITIONS.    The effectiveness of this Accounts Receivable Financing Modification Agreement is conditioned
upon payment of the Line Fee. 


        8.    COUNTERSIGNATURE.    This Accounts Receivable Financing Modification Agreement shall become effective only when
executed by Borrower and Bank. 


        This
Accounts Receivable Financing Modification Agreement is executed as of the date first written above. 



	

BORROWER:	
 	

BANK:
	

Fischer Imaging Corporation	
 	

Silicon Valley Bank
	

By:	
 	

/s/  DAVID KIRWAN      
	
 	

By:	
 	

/s/  JEFFREY STRAWN      

	Name:	 	David Kirwan	 	Name:	 	Jeffrey Strawn
	Title:	 	Chief Financial Officer	 	Title:	 	Senior Vice President




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ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT